UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): January 2, 2007

                                   XsunX, Inc.
             (Exact name of registrant as specified in its charter)



   Colorado                   000-29621                   84-1384159
 --------                   ---------                   ----------
(State or other             (Commission               (IRS Employer
jurisdiction of             File Number)            Identification No.)
 incorporation)


                      65 Enterprise, Aliso Viejo, CA 92656
                      ------------------------------------
             (New address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (949) 330-8060

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement.

     Effective   January  1,  2007  XsunX,   Inc.  entered  into  a  cooperative
development  agreement with Sencera,  LLC for the licensure and development of a
Sencera  patent  pending  plasma source for use in the  manufacture of deposited
thin-film solar cells. The purpose of the cooperative agreement, and interest in
the license by XsunX, was driven by what XsunX  anticipates is the potential for
the  development  of  the  Sencera  plasma  source  to  significantly   increase
deposition rates for the manufacture of deposited  thin-film solar cells thereby
decreasing  manufacturing  costs to under $1  dollar  USD per peak  watt.  XsunX
believes  that if the  addition  of the  Sencera  plasma  source  for use in the
manufacture  its solar cell designs and  manufacturing  systems is successful it
may provide the Company with a market  advantage over other more costly per watt
manufacturing technologies.

Under the terms of the  agreement  XsunX and Sencera  entered  into a Technology
Development  and License  Agreement,  the  "Agreement",  providing  for a phased
program to develop a process that will produce  deposited  thin-film solar cells
at deposition  rates expected to produce cells at a cost of less than $1 USD per
watt. In connection  with the  Agreement  Sencera  issued XsunX a seven (7) year
royalty based license that provides  XsunX with  exclusivity  in the area of the
XsunX  field  of use  as  claimed  in  U.S.  Patent  No.  6,180,871;  6,320,117;
6,509,204;   6,488,777;  6,258,408;  6,472,622;  and  (b)  as  claimed  in  U.S.
Provisional  Application  No.  60/536,151;  and (c) for use in  semi-transparent
photovoltaic  devices,  multi-terminal  photovoltaic devices, and cassette-based
roll-to-roll manufacturing equipment.

In connection  with the  Agreement  XsunX issued to Sencera a seven (7) year 10%
Installment  Credit Note,  the "Note",  providing up to One Million Five Hundred
Thousand  ($1,500,000)  dollars  for use by  Sencera in the  development  of the
technologies  under the  Agreement.  The Note is due and  payable on its seventh
anniversary,  or may  be  repaid  earlier  without  penalty,  and  provides  for
conversion rights anytime after three (3) years into (a) if the development work
under the Agreement results in a process which can produce solar cells at a cost
less than $1 USD per peak watt,  then either party may elect to convert the Note
into a three (3) year extension of the license,  or (b) if the development  work
under the  Agreement  does not result in a process which can produce solar cells
at a cost less than $1 US per peak watt,  then either party may elect to convert
the Note into a seven and one half (7.5%) membership interest in Sencera.


Item 9.01 Financial Statements and Exhibits.


  (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

Exhibit
Number                               Description
-------     -------------------------------------------------------------------
Technology Development and License Agreement  10.1
Loan Agreement                                10.2
Installment Credit Note                       10.3










                                                              SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: January 2, 2007

                                                              XSUNX, INC.
By: /s/ Tom Djokovich
   -----------------------------
    Tom Djokovich, CEO/President